Each one in plain English, with the numbers worked through for a shareholder.
8 Mar 2017auditor change● Neutral
On March 1, 2017, Rangeford engaged LBB & Associates as its auditor, replacing Malone Bailey, ahead of the fiscal 2016 audit. The filing states there were no disagreements with Malone Bailey. LBB had earlier resigned from the company in January 2013, so this is a return to a former auditor.
On December 26, 2016, Rangeford's subsidiary Cherryvale Kansas, LLC signed an agreement to buy oil and gas leases on about 800 gross acres in Labette County, Kansas, including about 53 wells, from Dog Day, Inc. The price is $5.0 million for a 100% working interest: 632,912 shares valued at $500,000 and a $4.5 million, 3% note from Cherryvale that is non-recourse to Rangeford. Closing is scheduled by February 15, 2017, and the price could fall by up to about 25% if the seller lacks required consents. The recovery estimate of up to two million barrels is the company's own, and this is the first new asset deal since the GNE purchase fell through. It is not yet closed.
Effective July 6, 2016, Rangeford again amended its Cicerone revolving note, raising the limit from $1,250,000 to $1,750,000 and extending maturity to June 30, 2018. Cicerone can now convert up to $1,000,000 of principal and interest into shares at $1.00 each, capped at 200,000 shares a month and 4.99% ownership; this could dilute existing shareholders if used. The amendment also says the noteholder agrees to subordinate to future oil and gas financing.
Effective March 1, 2016, Rangeford amended its revolving credit note with Cicerone Corporate Development, LLC, raising the limit from $750,000 to $1,250,000 and extending maturity to February 1, 2017. This builds on a facility first made in September 2013 and amended in January 2015.
The Great Northern Energy purchase from November 2012 never closed. The filing says Rangeford transferred $700,000 and issued 7,400,000 shares to GNE, and that GNE tried to terminate on its own in June 2013 and returned the share certificate without the signed stock power needed to cancel it. On May 20, 2014 Rangeford sent GNE a letter seeking mutual termination, saying it will agree once GNE returns the $700,000 and provides the stock power. That ends the plan to acquire the East Texas assets, but the money and share cancellation are still unresolved.
Chapman, Hext & Co. stopped working for Rangeford effective December 9, 2013 and formally resigned on December 18, 2013, having been engaged only on Feb 4, 2013. The filing says it issued no reports on the financial statements and there were no disagreements. Malone Bailey LLP was retained on December 23, 2013, the next auditor in the company's string of changes. The filing is now signed by Colin Richardson as President.
This is a duplicate of the other Feb 27, 2013 Schedule 14F-1 filing. It gives advance notice that Henson and Hadley will formally join the board around March 11, 2013, with four more directors to follow after a separate notice. The filing states 18,102,912 shares outstanding as of Feb 4, 2013.
Rangeford gave advance notice (no shareholder vote needed) that Dr. Steven Henson and Gregory Hadley will formally take their board seats around March 11, 2013, though they have acted as president and director since December 2012. Four more directors (Michael Farmer, Jim Iman, Mark Teinert, Gary Giles) are to join after a separate notice, planned for mailing around March 14, 2013. The filing says 18,102,912 shares were outstanding as of Feb 4, 2013, and that Henson is managing member of RF Colorado, which bought 9,900,000 shares in the August 2012 change of control. It also discloses a past judgment against Henson (about $2.1 million actual and $1 million punitive damages), satisfied in August 2010.
Rangeford and Great Northern Energy changed the November 2012 deal: the closing deadline was extended to March 31, 2013, the $1.1 million note was replaced by a $1,113,260 note with $145,958.30 in extra fees, and Great Northern gets 900,000 more shares (7,400,000 total). The required minimum working capital was cut from $1.4 million to $150,000. The filing says $700,000 of the $1.2 million initial payment has been paid, Rangeford has not made the other payments now due, and there is no assurance the acquisition will happen.
On February 4, 2013, Rangeford engaged Chapman, Hext & Co., P.C. as its new auditor, its fourth firm in about three years. This fills the vacancy left by LBB's January resignation.
This amendment, filed after SEC comments, adds that the board approved LBB's January 4, 2013 resignation and that there were no disagreements or reportable events. It attaches LBB's letter agreeing with the statements. No new auditor had been picked as of this filing.
On January 4, 2013, LBB & Associates resigned as auditor only about a month after being hired. The filing says there were no disagreements, and that the company is looking for a replacement. It gives no reason for the resignation.
On December 4, 2012, the board dismissed Sam Kan & Company as auditor and engaged LBB & Associates, effective December 1, 2012. The filing says there were no disagreements and that Sam Kan's reports for fiscal 2011 and 2012 included a going-concern warning. Steven Henson now signs as president, replacing Ziegler.
21 Nov 2012capital raising announcement● NeutralMajor
On November 15, 2012, Rangeford agreed to buy a non-operating working interest in East Texas oil assets from Great Northern Energy for $3.9 million in cash and notes plus 6,500,000 shares, with Great Northern to be the operator for at least three years. The filing says Rangeford has no firm commitment yet for the funding and the prior operations must be audited first. It also reports $110,000 of 60-day 6% notes with 275,000 shares as a sweetener, and a placement agent (Delaney Equity Group, 6% fee) and consulting deal (Fidare, 20,000 shares plus a warrant). Rangeford moved to Irving, Texas.
Under an agreement signed July 5, 2012 and closed August 6, 2012, RF Colorado Ventures bought 9,900,000 Rangeford shares from Orphan Holdings of Texas for $300,000, giving it 98.19% of the voting stock and control of the company. Kevin Carreno joined the board, and long-time president Frederick Zeigler agreed to stay for now. The company says it intends to pursue oil and gas exploration and production opportunities.
A second amendment to the auditor-change filing, repeating the Blackwing dismissal and the February 2010 hiring of Sam Kan & Company. It adds a sentence stating that Blackwing's reports had no adverse opinion or disclaimer, and otherwise changes nothing in substance.
This amendment repeats the Blackwing dismissal and adds that on February 2, 2010 the board hired Sam Kan & Company, CPA as the new auditor. It says the delay in answering an SEC comment letter dated January 21, 2010 was caused by the time needed to find a new auditor. This resolves the open question of who the auditor is.
On January 20, 2010, the board dismissed its auditor, The Blackwing Group, whose registration the PCAOB (the audit regulator) had revoked on December 22, 2009. The filing says Blackwing's reports had no adverse opinion, apart from a going-concern warning in the 2008 annual report, and that there were no disagreements. No replacement auditor is named yet.
Around July 7, 2009, the parties terminated the June 2009 lease deal for the 232.948 acres in Victoria County, Texas. The filing says Rangeford agreed to end it because of title complications, so the acquisition reported in June did not go ahead. (The filing's wording describes the Assignment as a sale to Rangeford for $100,000 cash, and it is somewhat confusing about who was selling.)
Rangeford said it agreed on June 12, 2009 with SNRG Corporation and Texas Gohlke Partners to acquire oil and gas leases covering 232.948 acres in Victoria County, Texas, for $100,000 plus other consideration. The filing says Rangeford has no relationship with SNRG other than this lease and agreement.